AGREEMENT FOR SALE OF SHARES
THIS AGREEMENT FOR SALE OF SHARES IS MADE on this ...... day of ………… 2008 of the Christian Era.
BETWEEN
Dr. Moinul Islam Mahmud, son of Late Serajul Islam Mahmud 14, Jamal Khan Road, Chittagong, Managing Director, Centre Point Hospital (Pvt) Ltd, having its office at 100-101 Momin Road, Chittagong, hereinafter called the called the First Party (which expression shall unless excluded or repugnant to the context, mean and include his heirs, successors, assigns, executors and administrator) of the First Part.
AND
Ibrahim Iqbal Memorial Hospital Ltd. (herein after referred to as IIMHL) represented by its Chairman Engineer Afsar Uddin Ahmad, having its registered office at …………………………….. …………….. Dhaka, hereinafter called the Second Party (which expression shall unless excluded or repugnant to the context, mean and include its successors, legal representatives, assigns and administrator) of the Other Part.
- WHEREAS the first party along with the others sponsored and promoted and formed and incorporated a private limited company in the name and style, “CentrePointHospital (Pvt.) Ltd.” 100-101 of Momin Road, Chittagong (hereinafter referred to as CPHL) under the laws of Bangladesh, and they became the initial member share holders of the CPHL as per provisions of the Memorandum and Articles of the CPHL and also subscribed the shares specified in-the said Memorandum and Articles of the CPHL and forms the present Board of Directors for management of the said CPHL.
- WHEREAS CPHL which operates a private hospital under the name and style, Centre Point Hospital at 100-101 Momin Road, Chittagong has an authorised capital of Tk. 2,00,00,000- (Taka Two Crore) divided into 2,00,000 (Two Lakh) ordinary shares of Tk. 100/- each and an issued and paid up capital of Tk. 4,000,000/- (Taka Forty Lakh) divided into 40,000 (Forty Thousand) shares of Tk.100/- each of which the First Party has subscribed a total 5000 (Five Thousand) shares. Subsequently, CPHL has enhanced its paid up capital by issuing new shares and the First Party has subscribed for a further total amount of 20,000 (Twenty Thousand) shares of Tk.100/- each and hence the First Party now holds a total amount of 25,000 (Twenty Five thousand) shares in CPHL.
- WHEREAS the Second Party and its agents including its accountant and auditor have been allowed access to all the books of accounts and statutory books (including the audit reports and auditor’s correspondence with CPHL and its shareholders etc) of CPHL till 31 December 2005 necessary to determine the accuracy of the accounts and liabilities of CPHL to various bank(s), financial institution(s) and person(s) to the full and complete satisfaction of the Second Party and its agents and it is found and agreed that the CPHL has a total loan liabilities to an amount of Tk……………… (Taka …………) to various banks, financial institutions etc. and an amount of Tk. Tk.1,70,00,000.00 (Taka One Crore Seventy Lakh) to the First Party as on the cut off date which is 31 December, 2005.
D. WHEREAS the First Party along with other directors of CPHL has stood guarantors for the said loan liabilities of CPHL to the various bank and financial institutions.
E. WHEREAS the First Party is desirous of selling and disposing of his 25000 (Twenty Five Thousand) shares in the CPHL including equity and liabilities and accordingly has approached the Second Party with the proposal for sale, transfer and assignment of his said 25000 (Twenty Five Thousand) shares to the Second Party and the Second Party has offered to buy the said shares of the First Party who has accepted the same, and accordingly the parties hereto have agreed that the First Party shall sell, transfer and assign all his said 25000 (Twenty Five Thousand) shares in CPHL and liabilities to the Second Party on the terms and conditions as contained herein below.
- WHEREAS since the First Party shall relinquish all his right, title and interest in the said shares, the Second Party will make (i) ……………Bank Ltd of ………, Dhaka, Branch:…………….Chittagong, (ii) Industrial Promotion and Development Company of Bangladesh Limited (“IPDC”) of BRAC Centre (8th Floor), 75 Mohakhali, Dhaka-1212 and (iii) Pioneer Credit Co-Operative Society Ltd of 3/3-E, Bijoynagar, Dhaka-1000, Branch: Jubilee Road, Chittagong approve release of the personal guarantees furnished by the First Party as the Director of CPHL to the said Banks and Financial Institutions for extending credit facilities to CPHL.
- WHEREAS it is understood by the parties hereto without any prejudice to this Agreement that the Second Party is willing to purchase shares of many other shareholder-directors of CPHL in order to take over the full responsibility and management of CPHL and it shall therefore, agrees to meet all the CPHL’s liabilities and obligations to the lenders present and future including (i) ……………Bank Ltd of ………, Dhaka, Branch:…………….Chittagong, (ii) Industrial Promotion and Development Company of Bangladesh Limited (“IPDC”) of BRAC Centre (8th Floor), 75 Mohakhali, Dhaka-1212 and (iii) Pioneer Credit Co-Operative Society Ltd of 3/3-E, Bijoynagar, Dhaka-1000, Branch: Jubilee Road, Chittagong and the said loan of the First Party extended to CPHL.
NOW IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS:
1. Mode of Transfer/Sale of shares and Payment thereof:-
1.1The First Party does hereby sell, transfer and assign his entire 25000 (Twenty Five Thousand) shares of Tk. 100/- each totaling Taka 2,500,000.00 (Taka Twenty Five Lakh) in CPHL as fully described giving shares numbers, share certificate number etc. in the Schedule to this Agreement to the Second Party for a consideration of Tk. 40/- each totaling an amount of Taka 1,000,000.00 (Taka Ten Lakh) which is mutually agreed to be paid in the manner as contained herein below:
A. The Second Party agrees to pay, on signing of this Agreement, to the First Party an amount of Tk. 1,000,000.00 (Taka Ten Lakh) in 3 (Three) nos equal installments- by post dated cheques as follows:
i)1st Installment Tk. 333,333.33 (Taka Three Lakh Thirty Three Thousand and Paisa Thirty Three) vide cheque no ...... , .dated …………. drawn on …………………….………Bank;
ii) 2nd Installment Tk. 333,333.33 (Taka Three Lakh Thirty Three Thousand and Paisa Thirty Three) vide cheque no ...... dated …………, drawn on ………………………….………Bank;
iii)3rdInstallmentTk. 333,333.33 (Taka Three Lakh Thirty Three Thousand and Paisa Thirty Three) vide cheque no ...... , dated …………. drawn on ……………………………..……Bank.
That all the cheques shall be handed over to the First Party by the Second Party at the time of signing of this Agreement by which it will be deemed that the considerations in terms of money has been paid, provided however that if all or any of the said chaque(s) is dishonored/stopped payment within the time stipulated therein for any reason whatsoever then the first party shall be at liberty to rescind this Agreement and forfeit the amount paid (if any) to the First Party by the Second Party without any notice, and the First party in such event shall be entitled to get back the control of his position from which he is signing this Agreement and shall be treated as valid shareholder of CPHL and the First party shall also be entitled to proceed against the Second party as per Law including the recovery of all loss and damage the First Party may suffer arising out of and consequential to this Agreement .
B. It is understood that the First Party has given personal guarantees in his capacity as a Director of CPHL to the lenders, namely, (i) ……………Bank Ltd of ………, Dhaka, Branch:…………….Chittagong, (ii) Industrial Promotion and Development Company of Bangladesh Limited (“IPDC”) of BRAC Centre (8th Floor), 75 Mohakhali, Dhaka-1212 and (iii) Pioneer Credit Co-Operative Society Ltd of 3/3-E, Bijoynagar, Dhaka-1000, Branch: Jubilee Road, Chittagong for CPHL’s borrowings. The Second Party hereby agrees, warrants, confirms and undertakes to obtain release from the said (i) ……………Bank Ltd of ………, Dhaka, Branch:…………….Chittagong, (ii)Industrial Promotion and Development Company of Bangladesh Limited (“IPDC”) of BRAC Centre (8th Floor), 75 Mohakhali, Dhaka-1212 and (iii) Pioneer Credit Co-Operative Society Ltd of 3/3-E, Bijoynagar, Dhaka-1000, Branch: Jubilee Road, Chittagong of all personal guarantees of the First Party by substituting the same with guarantees to be furnished to them by the Second Party or other alternative securities and hand over the discharge certificates to the First Party of the same no later than 3 (Three) months from the date of signing of this Agreement and the Second Party in this regard also declares, confirms and undertakes that the personal guarantees executed by the First Party to the abovementioned Banks and Financial Institutions etc as security against the outstanding liability against the said loan availed by the CPHL shall stand as cancelled legally from the date of the signing of this agreement.
1.2.It is expressly provided and understood by the parties hereto that only on receipt of the money against the aforesaid post dated cheques totaling to an amount of Tk.1,000,000.00 (Taka Ten Lakh) and the discharge certificates of the said banks and financial institutions releasing the First Party from the bank guarantees as aforesaid, the First Party shall stand fully divested of all right, title and interest in his said shares in CPHL.
1.3. The First Party shall sign and execute instrument of transfer of share transfer (Form No-117) evidencing transfer of said 25,000 (Twenty Five thousand) shares in favour of the Second Party and do immediately after execution of this Agreement and undertake to execute, perform and to do such other acts, deeds or things that may be necessary for finally vesting the shares in favour of the Second party and further declare that subject to clause 1.1. and 1.2. mentioned herein above, the First Party will not claim any right, title and privilege in the CPHL.
2. Liabilities
2.1.The Second Party do hereby declare and confirm that the Second Party and its agents including its accountant and auditor have been allowed access to all the books of account and statutory books of CPHL necessary to determine the accuracy of the accounts and liabilities of CPHL to various bank(s), financial institution(s) and person(s) to the full and complete satisfaction of the Second Party and its agents and it is found and agreed that the CPHL has a total loan liabilities to an amount of Tk……………… (Taka …………) as on the cut off date which is ………….. January, 2006.
2.2.It is understood that IPDC in Section 2.17 of its Loan Agreement dated 24 March, 2003 with CPHL for an amount of Taka 250 Lakh has expressly stipulated that, ……………. "the present Managing Director of CPHL can not be changed without prior written consent of the IPDC . Violation of this condition will cause an event of default and IPDC will have the option to call back the entire loan”. The Second Party agrees and undertakes to approach the IPDC and obtain their clearance for waiver of the said clause made in their terms of Sanction of Loan Agreement of Taka 250 Lakh to the CPHL on 24 March 2003 and the Second Party in this regard also agrees and undertakes that in the event IPDC refuses to give clearance for waiver of the said clause and recalls the said entire loan, the Second Party shall pay the said loan accordingly.
2.3.The Second Party do hereby declare and agree that on signing of this Agreementthe First Party shall not be liable for debts or liabilities of CPHL to any bank(s), financial institution(s), or Government of Bangladesh or any of its authorities of departments, or any other person(s) for which the Second Party and CPHL shall be fully liable.
3. Indemnification
3.1.It is expressly provided that the Second Party shall all the time hold the First Party free and harmless and indemnify the First Party from all claims and liabilities of whatever nature in respect of CPHL and/or its shareholder(s) or any bank(s), financial institution(s), or Government of Bangladesh or any of its authorities of departments, or any other person(s) and from all costs and expenses that may be incurred by the First Party in defending any legal proceedings instituted for enforcing and/or recovering claims, debts and/or liabilities.
4. Miscellaneous
4.1. The First Party hereby agrees that he shall cease to be the signing authority in respect of the Bank Account of CPHL and the operation of the bank account of CPHL will be done as per decision of the Board of Directors as may be taken hereafter.
4.2. The First Party undertakes and confirms that there is no future guarantee given on behalf of the CPHL which is not disclosed anywhere in this agreement and in future he shall be personally liable if any such liability comes up before the CPHL due to the guarantee given by the First Party before the said cut off date.
4.3. It is also agreed that the First Party shall have no claim against the Second Party excepting the consideration for shares and the liabilities as agreed, confirmed and undertaken by the Second Party in clause 1 to 3 (One to Three) herein above and the Second Party also shall have no claim against the First Party for any business deal after the said cut off date.
4.4.It is also agreed by the parties hereto that the incidental expenses for transfer of shares in the name of the Second Party shall be borne by the Second party over and above the purchase consideration.
4.5 The First Party hereby declares that it has full legal right, power and authority to enter into this Agreement and to perform its duties and obligations pursuant to this Agreement.
4.6.Both the parties shall in future execute any or all other document(s) which may now be omitted due to inadvertence or oversight but which may be required to make the transactions aforesaid perfect and effective.
4.7.Any error, omission, misstatement shall not annul this agreement but these errors, omissions or misstatements shall be rectified and corrected with the consent of both the parties.
4.8.The parties hereto shall faithfully perform and comply with the terms and conditions of this Agreement and if any controversy or difference arises
between the parties relating to the terms and conditions of this agreement, the parties hereto shall first try to amicably settle such differences or controversies.
4.9.The appendix appended to this Agreement shall form an integral of this Agreement.
APPENDIX- A:
APPENDIX- B:
SCHEDULE OF SHARES
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Serial Certificate NumberNumber of SharesDistinctive NumberRegister
Number(Inclusive)Folio ------From To
010610,00030,001 40,00006
025215,000256,001 271,000
GRAND TOTAL:25,000 (Twenty Five Thousand) Shares
IN WITNESS WHEREOF the parties to this Agreement put their respective hands hereunto on the day, month and year mentioned herein above.
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Signed, Sealed & Delivered at Chittagong
1.2.
DR. MOINUL ISLAM MAHMUD IBRAHIM IQBAL MEMORIAL HOSPITAL LTD.
Represented by Engr. Afsar Uddin Ahmed
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FIRST PARTY SECOND PARTY
Witnesses & Addresses:
1.2.
Further instruction:
ADD 117 FORM (SHARE TRANSFER INSTRUMENT) AS APPENDIX
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